Aclarion, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

ACON filed an 8-K for a material agreement and unregistered equity sales. Keep an eye on this.

AI Summary

On November 27, 2024, Aclarion, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. Aclarion, Inc., formerly Nocimed, Inc., is incorporated in Delaware and operates in the medical laboratories sector.

Why It Matters

This 8-K filing signals significant corporate activity for Aclarion, Inc., including a material definitive agreement and unregistered equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and a material definitive agreement, which can introduce financial and operational risks.

Key Numbers

• 001-41358 — SEC File Number (Identifies Aclarion, Inc.'s filing with the SEC.)
• 47-3324725 — IRS Employer Number (Tax identification number for Aclarion, Inc.)

Key Players & Entities

• Aclarion, Inc. (company) — Registrant
• November 27, 2024 (date) — Date of Report
• Nocimed, Inc. (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• 80021 (zip_code) — Business Address Zip Code

FAQ

Key Financial Figures

• $10,000,000 — n to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of ne
• $0.00001 — f the Company's common stock, par value $0.00001 per share (the "Common Stock"), subject
• $3,216,981 — res to White Lion for total proceeds of $3,216,981, leaving approximately $6.8 million of
• $6.8 million — ds of $3,216,981, leaving approximately $6.8 million of future share sales available under t

Filing Documents

• acon_8k.htm (8-K) — 41KB
• acon_ex1001.htm (EX-10.1) — 45KB
• 0001683168-24-008424.txt ( ) — 309KB
• acon-20241127_pre.xml (EX-101.PRE) — 25KB
• acon-20241127_lab.xml (EX-101.LAB) — 36KB
• acon-20241127_def.xml (EX-101.DEF) — 26KB
• acon-20241127.xsd (EX-101.SCH) — 4KB
• acon_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Background As previously disclosed, on October 9, 2023, Aclarion, Inc. (the "Company") entered into an equity line ("Equity Line") common stock purchase agreement (the "Equity Line Purchase Agreement") and a related registration rights agreement (the "RRA") with White Lion Capital, LLC, a Nevada limited liability company ("White Lion"). Pursuant to the Equity Line Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company's common stock, par value $0.00001 per share (the "Common Stock"), subject to certain limitations and conditions set forth in the Equity Line Purchase Agreement. Through September 30, 2024, the Company has issued shares to White Lion for total proceeds of $3,216,981, leaving approximately $6.8 million of future share sales available under the Equity Line Purchase Agreement. The existing Equity Line Purchase Agreement currently expires on December 31, 2024. Equity Line Amendment On November 27, 2024 the Company entered into an amendment (the "Equity Line Amendment") to the Company's existing Equity Line Purchase Agreement. The Equity Line Amendment makes the following changes to the existing Purchase Agreement: 1. The Equity Line Amendment extends the expiration date of the Equity Line Purchase Agreement from December 31, 2024 to December 31, 2025. 2. The Equity Line Amendment adds two additional methods of pricing the shares that may be sold by the Company under the Equity Line Purchase Agreement. 3. In consideration for the commitments of White Lion under the Equity Line Purchase Agreement, the Company has issued to White Lion 560,915 shares of Common Stock (the "Commitment Shares"). No other changes to the Equity Line Purchase Agreement have been made. Under the existing Equity Line Purchase Agreement, subject to the terms

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Form 8-K: Exhibit Number Description 10.1 Amendment dated as of November 27, 2024 to Common Stock Purchase Agreement, dated as of October 9, 2023, by and between White Lion Capital, LLC and Aclarion, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACLARION, INC. November 27, 2024 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR